Announcement • Sep 02

GFL Environmental Inc. (TSX:GFL) completed the acquisition of SECURE Waste Infrastructure Corp. (TSX:SES) from Angelo, Gordon & Co., L.P., Solus Alternative Asset Management LP and others.

GFL Environmental Inc. (TSX:GFL) entered into a definitive agreement to acquire SECURE Waste Infrastructure Corp. (TSX:SES) from Angelo, Gordon & Co., L.P., Solus Alternative Asset Management LP and others for approximately CAD 5.6 billion on April 12, 2026. Pursuant to which GFL has agreed to acquire all of the issued and outstanding common shares of SECURE for CAD 24.75 per SECURE common share, representing an enterprise value of approximately CAD 6.4 billion (the "Transaction"). The purchase price of CAD 24.75 per SECURE common share represents a premium of 23% to the volume weighted average price of the common shares of SECURE for the 60 trading days ending April 10, 2026. Under the terms of the Transaction, SECURE common shareholders will receive, at their election, (i) CAD 24.75 in cash, (ii) 0.4195 of a GFL subordinate voting share or (iii) a combination of CAD 4.95 in cash and 0.3356 of a GFL subordinate voting share, for each SECURE common share held, subject to pro-ration, based on a maximum amount of GFL subordinate voting shares and maximum amount of cash as set out in the plan of arrangement, such that the aggregate consideration paid to SECURE common shareholders will consist of 80% GFL subordinate voting shares and 20% cash. GFL has obtained fully committed financing for the Transaction through a bridge facility which can be used, together with cash on hand and capacity under its revolving credit facility, to fund the cash component of the Transaction. SECURE has also granted GFL a right-to-match any superior proposal and will pay a termination fee of CAD 200 million to GFL if the Arrangement Agreement is terminated in certain circumstances. GFL has agreed to pay an expense reimbursement fee of up to CAD 20 million to SECURE if the Arrangement Agreement is terminated in certain circumstances. Following completion of the Transaction, it is expected that the SECURE common shares will be delisted from the TSX and SECURE will cease to be a reporting issuer under Canadian securities laws. The Transaction is expected to close in the second half of 2026, subject to the satisfaction of customary closing conditions, including court approval, regulatory approvals, including stock exchange approvals and approval by SECURE shareholders, which is expected to take place on May 27, 2026. The Transaction has been unanimously approved by the Board of Directors of both companies. Angelo, Gordon & Co. LP and Solus Alternative Asset Management LP, which collectively own approximately 20% of the issued and outstanding SECURE common shares, together with the directors and senior officers of SECURE who collectively own approximately 2% of the issued and outstanding SECURE common shares, have entered into customary voting and support agreements pursuant to which they have agreed to vote all of their SECURE common shares in favor of the Transaction at a special meeting of shareholders which is expected to be held in late May 2026. In connection with the Transaction, the SECURE Board established a special committee (the "Special Committee"), comprised entirely of independent directors, to, among other matters, review the terms of the Transaction and consider potential alternatives available to SECURE. The acquired assets coupled with SECURE's strong operating margins and lower maintenance capital intensity are expected to increase Adjusted EBITDA margin(1) to 31.6% and Adjusted Free Cash Flow conversion to between 40.5% and 42.5%. The transaction is also expected to be immediately accretive to Adjusted Free Cash Flow per share by 12% to 15%. Our significantly enhanced scale following the acquisition will allow us to materially increase our capital deployment capacity while maintaining our targeted year end Net Leverage in the low-to-mid 3s. Additionally, the transaction increases GFL's float weighted market capitalization. On May 27, 2026, SECURE shareholders have voted in favor of the transaction. As of August 27, 2026, deadline for registered SECURE shareholders to submit their elections in respect of the consideration to be received in connection with the transaction is 5:00 p.m. (Calgary Time) on Monday, August 31, 2026. Barclays is acting as financial advisor to GFL; and Jeffrey M. Singer, Jeff Hershenfield, Jennifer G. Legge, Shawn Blundell, Lori Adams, Michael Kilby, David M. Feldman, John G. Lorito, Jill Winton, Jonathan N. Auerbach, Shawn Smith, Patrick G. Duffy, Michael B. Witt and Sabina Delvecchio of Stikeman Elliott LLP is acting as legal advisors to GFL in connection with the Transaction. Moelis & Company LLC and RBC Capital Markets are acting as financial advisors to SECURE. John Piasta and Sean S. Smyth of McCarthy Tétrault LLP is acting as lead Canadian legal counsel to SECURE in connection with the Transaction, with Bennett Jones LLP acting as Canadian competition counsel to SECURE. RBC Capital Markets provided a verbal independent fairness opinion to the SECURE Board and ATB Cormark Capital Markets provided a verbal independent fairness opinion to the Special Committee. KPMG LLP acted as accountant to GFL Environmental Inc. Computershare Trust Company of Canada acted as registrar and transfer agent to GFL Environmental Inc. Odyssey Trust Company acted as registrar to SECURE Waste Infrastructure Corp. Laurel Hill Advisory Group, LLC for a fee of approximately CAD 0.35 million acted as information of SECURE Waste Infrastructure Corp. GFL Environmental Inc. (TSX:GFL) completed the acquisition of SECURE Waste Infrastructure Corp. (TSX:SES) from Angelo, Gordon & Co., L.P., Solus Alternative Asset Management LP and others on September 1, 2026. Over 2,000 SECURE employees will join to the GFL. The Transaction was financed through a combination of capacity under the Company's revolving credit facility, the issuance of 75,126,306 GFL subordinate voting shares (the "GFL Subordinate Voting Shares") and a new $1 billion senior secured term loan ("Senior Secured Term Loan"). The Senior Secured Term Loan matures on or about August 28, 2033 and bears interest at SOFR +200 basis points or approximately 5.0% after giving effect to cross currency interest rate swaps entered into by the Company. It is expected that the SECURE common shares will be delisted from the Toronto Stock Exchange at the close of business on or about September 2, 2026. The GFL Subordinate Voting Shares received by the SECURE shareholders in connection with the Transaction will begin trading on the Toronto Stock Exchange and the New York Stock Exchange on or about September 2, 2026 under the ticker symbol "GFL".

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